NZXR
12/02/2015 10:04
WAV/RULE
NOT PRICE SENSITIVE
REL: 1004 HRS NZX Regulation
WAV/RULE: NZXR: NZO - Application for waiver from Rule 9.2.1
NZX Regulation Decision
New Zealand Oil & Gas Limited ("NZO")
Application for Waiver from NZX Main Board Listing Rule 9.2.1
3 February 2015
Decision
1. Subject to the condition in paragraph 2 below, and on the basis that the
information provided by NZO is complete and accurate in all material
respects, NZX Regulation ("NZXR") grants NZO a waiver from the requirement in
Rule 9.2.1 to obtain shareholder approval for the Proposed Takeover Offer.
2. The waiver in paragraph 1 above is provided on the condition that the
Directors of NZO, other than Mr Saville, certify to NZXR, in a form
acceptable to NZXR, that:
a. they are not "interested" in the Proposed Takeover Offer (in terms of Rule
3.4.3);
b. NZO's entry into, and its execution of the Proposed Takeover Offer is fair
and reasonable to, and in the best interests of, NZO and its shareholders who
are not related to, or Associated Persons of, Zeta or with Mr Saville;
c. NZO will pay and receive fair value under the Proposed Takeover Offer;
d. NZO was not influenced in its decision to make the Proposed Takeover Offer
by the interests of Zeta or Mr Saville;
e. Mr Saville did not participate in discussions in respect of the Board's
decision to proceed with the Proposed Takeover Offer, and he did not vote on
any resolution to approve the Proposed Takeover Offer; and
f. the Proposed Takeover Offer will be offered to all shareholders in Cue on
identical terms.
3. The information on which this decision is based is set out in Appendix One
to this decision. This waiver will not apply if that information is not or
ceases to be full and accurate in all material respects.
4. The Rules to which this decision relates are set out in Appendix Two to
this decision.
Reasons
5. In coming to the decision to provide the waiver set out in paragraph 1
above, NZXR has considered that:
a. The policy behind Rule 9.2.1 is to regulate transactions where a Related
Party to a Material Transaction may gain favourable consideration due to its
relationship with the Issuer. NZXR may waive the requirement to obtain
approval of a Material Transaction if it is satisfied that the involvement of
any Related Party is plainly unlikely to have influenced the promotion of, or
the decision to enter into, the transaction. The granting of this waiver will
not offend the policy behind Rule 9.2.1;
b. It is unlikely that Zeta or Mr Saville could have influenced NZO's
decision to enter into the Proposed Takeover Offer, as Mr Saville has neither
participated in NZO Board discussions in relation to the Proposed Takeover
Offer, nor voted on any NZO Board resolution to approve the Proposed Takeover
Offer. Further comfort in this regard is provided by the conditions in
paragraphs 2(d) and (e);
c. All of Cue's shareholders, including Zeta, can participate in the Proposed
Takeover Offer on the same terms. Accordingly Zeta will not gain favourable
consideration due to its relationship with NZO and the consideration to be
received by Zeta, if it accepts the Proposed Takeover Offer, will be
equivalent to the consideration paid to other CUE shareholders accepting the
Proposed Takeover Offer;
d. The certifications provided by the Directors, other than Mr Saville,
provide NZO shareholders with comfort that the Proposed Takeover Offer is
fair and reasonable to, and in the best interests of, NZO and its
shareholders who are not related to, or Associated Persons of Zeta or Mr
Saville and that neither Zeta nor Mr Saville influenced NZO's decision to
enter into the Proposed Takeover Offer; and
e. There is precedent for this decision, including the waiver from Rule 9.2.1
granted to Wakefield Health Limited on 16 March 2010.
Confidentiality
6. NZO has requested that NZX keep this waiver confidential until NZO
announces the Proposed Takeover Offer.
7. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants NZO's request.
Appendix One
1. New Zealand Oil & Gas Limited ("NZO") is a Listed Issuer with ordinary
shares Quoted on the NZX Main Board. NZO is also listed on the Australian
Securities Exchange ("ASX").
2. NZO holds 19.99% of the issued share capital in Cue Energy Resources
Limited ("Cue"). Cue is an Australian incorporated company listed on the ASX.
Cue's assets comprise interests in various oil and gas exploration and
production permits across New Zealand, Australia and Indonesia, commonly held
under joint venture arrangements. None of those joint ventures currently
comprise licence areas in which NZO has an interest.
3. Zeta Energy Pte Limited ("Zeta") has a relevant interest in 19.87% of
NZO's ordinary shares. Accordingly Zeta is a Related Party of NZO pursuant to
Rule 9.2.3(b). Zeta also holds approximately 12.70% of Cue's ordinary shares.
4. Mr Duncan Saville ("Mr Saville") was appointed as a non-executive Director
of NZO on 4 November 2014. As such Mr Saville is a Related Party of NZO
pursuant to Rule 9.2.3(a). Mr Saville is also a Director of Zeta. Mr Saville
does not directly or indirectly hold any shares in Zeta or Cue.
5. NZO intends to make an on-market offer to acquire all of the ordinary
shares in Cue that it does not currently own, under the Corporations Act 2001
(Cth) ("Proposed Takeover Offer"). The effect of an on-market offer will be
that the Proposed Takeover Offer will be made on identical terms to all of
Cue's shareholders, including Zeta. The Proposed Takeover Offer will not be
conditional on NZO achieving any specified level of acceptances. The Proposed
Takeover Offer will remain open for at least one month.
6. If NZO makes the Proposed Takeover Offer, the total consideration offered
is expected to exceed NZ$30 million and will therefore be greater than 10% of
NZO's Average Market Capitalisation, resulting in the Proposed Takeover Offer
being a "Material Transaction" under Rule 9.2.2(a).
7. Should NZO make the Proposed Takeover Offer, and if Zeta (as a shareholder
of Cue) were to accept it, then:
a. Zeta, as a Related Party of NZO, will become a direct party to a Material
Transaction for the purposes of Rule 9.2.1(a); and
b. Mr Saville, as a Director of Zeta, will become an indirect party to a
Material Transaction for the purposes of Rule 9.2.1(a).
8. NZO and Zeta have not entered into any lock-up arrangements in relation to
their shareholdings in Cue.
9. Since Mr Saville's appointment, he has not been present at relevant times
at Board meetings regarding the initial acquisition of the 19.99% holding in
Cue or the Board's subsequent consideration of the Proposed Takeover Offer.
The NZO Board took preliminary steps in relation to the Proposed Takeover
Offer, including taking external legal advice, before Mr Saville was
appointed as a Director.
Appendix Two
Rule 9.2 Transactions with Related Parties
Rule 9.2.1 An Issuer shall not enter into a Material Transaction if a Related
Party is, or is likely to become:
(a) a direct or indirect party to the Material Transaction, or at least one
of a related series of transactions of which the Material Transaction forms
part; or
(b) in the case of a guarantee or other transaction of the nature referred to
in paragraph (d) of the definition of Material Transaction, a direct or
indirect beneficiary of such guarantee or other transaction,
unless that Material Transaction is approved by an Ordinary Resolution of the
Issuer.
Rule 9.2.2 For the purposes of Rule 9.2.1, "Material Transaction" means a
transaction or a related series of transactions whereby an Issuer:
(a) purchases or otherwise acquires, gains, leases (as lessor or lessee) or
sells or otherwise disposes of, assets having an Aggregate Net Value in
excess of 10% of the Average Market Capitalisation of the Issuer; or
(b) issues its own Securities or acquires its own Equity Securities having a
market value in excess of 10% of the Average Market Capitalisation of that
Issuer, save in the case of an issue pursuant to Rule 7.3.5 where only the
market value of those Securities being issued to the Related Party or to any
Employees of the Issuer are to be taken into account; or
(c) borrows, lends, pays, or receives, money, or incurs an obligation, of an
amount in excess of 10% of the Average Market Capitalisation of the Issuer;
or
(d) enters into any guarantee, indemnity, underwriting, or similar
obligation, or gives any security, for or of obligations which could expose
the Issuer to liability in excess of 10% of the Average Market Capitalisation
of the Issuer; or
(e) provides or obtains any services (including without limitation obtaining
underwriting of Securities or services as an Employee) in respect of which
the actual gross cost to the Issuer in any financial year (ignoring any
returns or benefits in connection with such services) is likely to exceed an
amount equal to 1% of the Average Market Capitalisation of the Issuer; or
(f) amalgamates, except for amalgamations of a wholly owned Subsidiary with
another wholly owned Subsidiary or with the Issuer:
(g) For the purposes of Rule 9.2.2(a), "Aggregate Net Value" means the net
value of those assets calculated as the greater of the net tangible asset
backing value (from the most recently published financial statements) or
market value.
Rule 9.2.3 For the purposes of Rule 9.2.1, "Related Party" means a person who
is at the time of a Material Transaction, or was at any time within six
months before a Material Transaction:
(a) a Director or executive officer of the Issuer or any of its Subsidiaries;
or
(b) the holder of a Relevant Interest in 10% or more of a Class of Equity
Securities of the Issuer carrying Votes; or
(c) an Associated Person of the Issuer or any of the persons referred to in
(a) or (b), other than a person who becomes an Associated Person as a
consequence of the Material Transaction itself (or an intention or proposal
to enter into the Material Transaction itself); or
(d) a person in respect of whom there are arrangements other than the
Material Transaction itself, intended to result in that person becoming a
person described in (a), (b), or (c), or of whom the attainment of such a
status may reasonably be expected, other than as a consequence of the
Material Transaction itself;
but a person is not a Related Party of an Issuer if:
(e) the only reason why that person would otherwise be a Related Party of the
Issuer is that a Director or executive officer of the Issuer is also a
Director of that person, so long as:
(i) not more than one third of the Directors of the Issuer are also Directors
of that person; and
(ii) no Director or executive officer of the Issuer has a material direct or
indirect economic interest in that person, other than by reason of receipt of
reasonable Directors' fees or executive remuneration; or
(f) that person is a Subsidiary of, incorporated joint venture of, or
unincorporated joint venture participant with, the Issuer and:
(i) no Related Party of the Issuer has or intends to obtain a material direct
or indirect economic interest in that Subsidiary, incorporated joint venture,
or unincorporated joint venture participant, other than by reason of receipt
of reasonable Director's fees or executive remuneration; and
(ii) the Issuer is entitled to participate, directly or indirectly, in at
least one half of the income or profits, and the assets, of that Subsidiary,
incorporated joint venture, or unincorporated joint venture participant.
...
End CA:00260563 For:NZXR Type:WAV/RULE Time:2015-02-12 10:04:17